Q-FREE – PROPOSAL TO IMPLEMENT A DROP-DOWN DEMERGER

The Board of directors of Q-Free ASA proposes to transfer the operational activities of Q-Free ASA to a wholly-owned subsidiary called Q-Free Norge AS. The transfer is planned to be carried out through a “drop-down demerger” where the assets, rights, obligations and employees of Q-Free ASA are first demerged to a subsidiary called “Q-Free Tolling AS” and then immediately thereafter, “Q-Free Tolling AS” is merged with Q-Free ASA’s wholly-owned subsidiary “Q-Free Norge AS”. The consideration is issued by Q-Free ASA.

The background for the proposed drop-down demerger is that Q-Free wants to implement a clean holding company structure where the publicly listed parent company Q-Free ASA owns shares in subsidiaries and has no operational business. Today, Q-Free ASA comprises group functions for the entire group, operational activities within two of its five business areas, and ownership in a number of subsidiaries. The Board and management are of the opinion that a clean holding company structure is important in order to better reflect Q-Free ASA’s actual business and ensure required operational and strategic flexibility going forward.

On this basis, the Board of directors has prepared a plan for the demerger and subsequent merger, which will be submitted to the General Meeting for approval.

Q-Free is a leading global supplier of Intelligent Transportation Systems comprising tolling, parking, infomobility, traffic management and C -ITS/connected vehicle solutions. Founded in 1984 and headquartered in Trondheim, Norway, the company has annual revenues of approximately 1 billion NOK, around 400 employees, offices in 17 countries, and presence on all continents. Q-Free is listed on the Oslo Stock Exchange under the ticker QFR.